The Magic School Bus Meets It's Match
by TheCrampReturns
Summary: Things go sour when Ms. Frizzle decides to take the kids into space yet again. When a Madman with a bow tie comes to the rescue, the Schoolbus kids are left with several questions; who is 'The Doctor? How does he know Frizzle? What does a large blue box have to do with the origins of the Schoolbus? And most importantly, how can they return home after being stranded in 1955?
1. The Intentionally Confusing Introduction

_Note: From the Magic School Bus perspective, this story takes place prior to / out of continuity with "The Busasuarus", mainly because I needed to keep Keesha skeptical about time travel to facilitate exposition. _

_From the Doctor Who perspective, to is somewhere between Vampires of Venice and The Hungry Earth, for no other reason than I love the Doctor-Amy-Rory dynamic, and series 5 is my favorite._

_Props to Zerowing21 for beta reading, and Machiavelli, whose awesome story _"Shinji and the Doctor", _which inspired me to actually get involved with this whole fanfiction thing._

_Anyway, Read & Review. On with the show!_

Chapter 1: The intentionally Confusing Introduction

_CRASH!_

Arnold needed more days like this. He needed more days like this like he needed a bad case of The Plague. He also needed a barf bag.

Why he had ever agreed to going on a field trip to space with his psychotic Elementary School teacher, AGAIN?

"Is it just going to be a trend that I almost die whenever we go into space?" he asked incredulous.

"Ms. Frizzle," Dorothy Ann piped up, "was getting into a meteor shower part of the lesson plan?"

The teacher in question was gripping steadfast to the steering wheel, so as not to fall over as her bus was hit with meteorite after pesky meteorite. She cooed in concern over the thing, seemingly oblivious to the question posed to her.

"I knew there was a reason I didn't like showers." said Carlos, trying to lighten the mood. His classmates had just enough time to groan before another crash tightened their protective hold on their seats.

The class bus filled with shrill cries as Frizzle placed a hand to her forehead and remained uncomfortably silent. So maybe her bus was dying and her students were close to sharing the same fate and it was all her fault, but there was certainly a positive side to this. There was always a positive side. Always.

Suddenly she stopped everything and stared out of the windshield. Something had caught her eye. Something magical and impossible and blue. She stood and stared at it, a smile growing on her face as her students looked on in concern. She turned.

"You really shouldn't be so distrusting of space, Arnold." she said, "You've had incredible luck with it all things considered."

"How do you figure?" Asked the younger redhead in a panic.

"Well, normally taking your helmet off should've killed you instantly but it didn't. Besides, how many children can say they've seen a real live meteor shower up close?

Twice!"

_CRASH!_

"Of course the bad news is that those same meteorites will probably puncture the bus and send us flying out to our death, but I don't find that outcome too likely."

The students perked up and Ralphie managed to crack a smile.

"Because you have a plan?" he asked.

Frizzle returned the smile.

"Sort of."

And then, suddenly, there was a wonderful sound. The most wonderful sound the students had ever heard filled the room, enough to distract them all from yet another crash. The sound was accompanied by a bright light, drawing the kids' attention. They could just make out what looked like a blue box with the words 'Police Public Call Box' imprinted on it.

"Um, is this good or bad?" asked Keesha, as transfixed with the box as anyone else.

"Oh, it's good children." said Frizzle as her smile grew. "Very, very good."

The box solidified. The light died out, along with the sound. There was a moment of apprehensive silence, before the doors of the box opened. Out of it stepped what looked like a young man in a tweed jacket and bow tie, followed by a mousy looking fellow in a simple jacket and a red-headed women in a checkered shirt.

"Hello, Valerie!" said the man in the bow tie before another crash knocked him flat on his face in the middle of the bus. His companions just managed to steady themselves as the redhead looked around at the class of confused faces around her.

"Doctor," she asked with an accent Dorothy-Ann identified as Scottish, "why are we on a Schoolbus?"

The mousy man looked out if the window with an expression matching that of the children.

"And why are we on a Schoolbus in space, in a meteor shower?" he asked.

The man in the bow tie sprung up from the floor with the simple statement of "Helping!" before rushing to the front of the bus with Frizzle. He pulled out what looked like a pen with a green light on the end, waving it around the bus as he and Frizzle began a conversation that the students just barely kept up with.

"Valerie."

"Doctor."

"Meteorites."

"I noticed. Aren't they lovely?"

"Quite, but also very deadly."

"The bus won't move." Frizzle's smile died a bit, "They hurt her too badly."

The man gave her a grin.

"Yep, but that's why I'm here."

"So does that mean **he **has a plan?" asked Ralphie suddenly, finally finding the ability to speak again.

The man turned his grin toward the student before pointing his glowing-pen-thing at the steering wheel and causing an opening to appear under it.

"Indeed I do!" Said the man as he began fiddling about with the newly unmasked control panel, Frizzle clapping enthusiastically as he worked.

Keesha turned to the other two strangers.

"Who **are** you guys?" she asked. The redhead opened her mouth to respond before she was quickly interrupted by the emerging 'Doctor'.

"Not important!" he said, "Listen, Amy, Rory-" he turned to the man then woman respectively. "This bus, it's a TARDIS!"

"What?" exclaimed the redhead.

"It is! I'll explain later- maybe- but, it is meant to be a time and space machine. The Timey-Wimey bits have just been a bit fried. _but_, I fixed them."

"You did?" marveled Frizzle, "That's wonderful!"

"Only good for one trip, but so long as it gets us anywhen but here I say we take our chances. SO-!" The Doctor turned to the children, "How does four hours into the past sound? All in favor of four hours into the past say 'Aye'!"

A collective "Aye!" rang throughout the bus as The Doctor clapped and sat in the drivers seat. Hitting a random button, the crashing and whisking of meteorites suddenly stopped.

For a moment, _everything_ stopped.


	2. Just Slightly Off

Chapter 2: Just Slightly Off

Arnold Perlstein had his eyes clenched tight. He wasn't ready to die just yet. If he'd had his way, he'd live to be at least 100. But sometimes, just being in this class made him think the entire universe was out to get him. He opened his eyes when he realized he hadn't heard any loud crashes in a while. Looking around him, he saw that his classmates seemed to have followed his example, and it was only when they all registered as still alive that a collective sigh of relief rang out.

"Ms. Frizzle," said Arnold, "I think you should give us a heads up next time you plan to take us to space. That way, we can all choose to stay home instead."

"I second that." said Phoebe.

"Oh come on you guys, really?"

The sudden interjection by the strange man in the bow tie aroused a startled shout in the kids, who had in their moment if relief forgotten he was there. He was sitting backwards over the drivers seat looking over all of them with a satisfied smile.

"You're gonna let _one_ silly old meteor shower put you off space? Kids these days, so ungrateful. Amy, Rory, you okay back there?"

The other two strangers gathered themselves, the man called Rory being the first to respond.

"Been worse. Oh God, I've been worse than a meteor shower in a Schoolbus. What is my life?"

Arnold couldn't help but sympathize with that comment.

Wanda Li watched as the Scottish women called Amy placed a hand on Rory's shoulder and gave it a pat, looking surprisingly unfazed.

"Confused." she said, "Mostly, confused. And with a massive bloody headache but fine aside from that. Trust me, kiddies, after a while deadly space adventures just become a walk in the park."

"Y-yeah." said Wanda, "I wasn't scared. I knew we would get out of that one okay."

She paused for a moment and made sure no one was looking directly at her as she wiped some sweat from her forehead.

"How **did** we make it out if that one, anyway?"

It was then that Ms. Valerie Frizzle piped up, easily the most tranquil-looking face on the bus.

"My good friend The Doctor-" she motioned to the bow tie man, who waved happily at them, "-was nice enough to send us back in time and away from the shower!"

"Now then," she continued, not missing a beat as the students exchanged odd glances, "lets just make certain everyone is present and accounted for. Arnold?"

"Here."

"Phoebe?"

"Here."

"Carlos?"

"Here."

"Keesha?"

"Here, but Ms. Frizzle-"

"Tim?"

"Here."

"Dorothy-Ann?"

"Here, I suppose."

"Hey, Ms. Frizzle?"

"Just a moment Keesha. Ralphie?"

"Here."

"Wanda?"

"Here."

"...Liz?"

A green lizard appeared from it's hiding place in Frizzle's dress and flashed a thumbs up, eliciting a giggle from the teacher and a small wave of greeting from The Doctor.

"Now, what was it you wanted to ask Keesha?"

"Did you say we actually time traveled?"

"Why yes, indeed I did."

"That's **awesome!**" Tim said.

"It's also totally impossible and ridiculous." said Keesha.

The Doctor seemed to disapprove of this comment.

"Oi!" he said, "You're on a Schoolbus that shrinks, morphs, and goes into space!"

"So?"

Not having a prepared response, The Doctor instead shrugs and hops out of the drivers seat, giving Ms, Frizzle a light slap on the shoulder.

"Right," he began, "like I said we should be about four hours back, but I think you should take them back down to Earth before the storm has a chance to start up again."

Frizzle nodded and sat down in the drivers seat, flying the bus back down to Earth.

As she did that, the children turned their attention toward The Doctor.

"Thank you for saving us, Doctor...um-"

"Just The Doctor, keeps it simple."

"Uh, okay then."

Carlos scratched his head. "How did you know to come and save us?"

Tim pointed to the blue wooden box that The Doctor and company had arrived in before he had a chance to answer. "And how'd you get here in THAT?"

The Doctor snapped his fingers and pointed at the box, his eyes widening to accompany a loving smile.

"That's my TARDIS. Stands for Time And Relative Dimension In Space. It takes me wherever I want to go in the universe, plus it has lots of near little ways of picking up distress signals. Your teacher has my number on speed dial, so it only makes sense she called me over."

Keesha folded her arms. "You expect us to believe that a box made of wood travels through time and space?"

The Doctor shrugged. "I don't expect you to, no, but it'd help if you did. Rory, explain."

Rory fumbled for a moment, obviously put off by having the explanation suddenly delegated to him.

"Uh, well, it's sort of...bigger on the inside. It's only wood on the outside it more...mechanical, and stuff."

The impromptu lecture was halted as Frizzle landed the bus safely on the ground outside of school.

"Now kids, leave Rory alone for a moment, I'm sure the Doctor and his friends will be willing to answer all your questions inside."

"Blimey," said The Doctor with a laugh, "Forgot how fast this Bus was."

"That's funny," Frizzle said as she looked over the school building, "Looks a bit cleaner than I remember it being."

Hearing this, The Doctor rushed over to Frizzle's side as the kids piled out.

Looking at the school, The Doctor licked his lips nervously and scratched his chin.

"Well...maybe they've taken up speed renovating?"

Amy and Rory looked out of the window to observe the town around them, Amy giving a whistle.

"I know The Doctor said he was takin' us to the 90's," she said, "But I didn't expect 'em to have aged this badly..."

This comment also caught The Doctor's attention, and he practically leapt out of the bus, followed shortly by a curious Ms. Frizzle.

The Doctor spun on his heels, looking around at the buildings and people. Something seemed off. Just slightly off. He spun around back to the school.

"Valerie, which room do you teach in?"

Frizzle pointed to a particular window, and followed The Doctor's example as he pulls a large pair of binoculars from his pocket. Amy and Rory stand in the doorway of the bus, looking at the strange duo in amusement.

"Look at them," said Amy, "they're like clones!"

The Doctor and Frizzle both grow a surprised look as they come to the same conclusion and simultaneously place down their binoculars.

Not only did Ms. Frizzle's classroom look considerably different, it was full of drowsy looking children she had never seen before.

"Speed renovating..." The Doctor whispered, looking from Frizzle to Liz. "Ooooooor, not. Do other classes normally use your room while you're away?"

"I'm not sure. I'm usually away when I'm away."

"Haha, very clever. Hey, listen, call the kids back to the bus. I'll be right back!"

The Doctor then dashed off, ignoring Amy's calls after him as Frizzle called out loudly for her students to return before they entered the building.

"What's up Ms. Frizzle?" questioned Wanda as she and the others sat back in the bus.

The Doctor appeared back before Frizzle had to provide an answer she didn't have.

"Ok," he started, looking slightly nervous, "guys, I MAY have miscalculated just a bit with how far back I took us."

There was an uncomfortable silence before Dorothy-Ann spoke up. "Miscalculated by how much?"

The Doctor held up a newspaper, with the date reading July 12th, 1955.

"I may have taken us back four decades, instead of four hours."

All eyes were on The Doctor as he shifted uncomfortably.

"...Oops?"


	3. A New Field Trip

Chapter 3: A New Field Trip

"Oh, bad. Oh, bad. Oh bad, bad, bad!"

"Um, Doctor..." said Phoebe, "You said earlier that the bus was only supposed to time travel **once**, right?"

The Doctor scratched his head and bared his teeth as if he had to think about it.

"Erm, well...yeah, I did, didn't I? The old girl hasn't done it in a while so I guess it just misplaced us by accident."

"I'm sure she didn't mean to." said Frizzle as she patted the walls affectionately.

Arnold threw his hands up a mix of exasperation and panic. "That means we're stuck in 1955! Forever!"

"Oi, cool your jets, kid." said Amy, giving Arnold a pat on the head, "We can just pile you all into the TARDIS and drop you back home, can't we Doctor?"

The Doctor gave it some thought and then shrugged. "Well, we _could_, easily, but-"

Frizzle then interrupted him with a hearty laugh.

"But that would mean leaving the bus behind and we can't have that."

The Doctor snapped his fingers yet again and motioned for Frizzle to speak with him. The two talked in hushed tones while the students, Amy and Rory looked on.

Moments later, The Doctor sprinted into the TARDIS while Frizzle faced the class with a smile.

"Students, The Doctor and I have to an agreement. We've decided to take advantage of our current predicament and allow you all to explore the 1950's as our new field trip!"

The students exchanged looks of apprehension. They were interested in exploring the past, but at the same the day had already been exciting enough for most of them.

Rory raised a hand in questioning, as if he himself were a student. "Uh, are you certain that's the safest idea?"

Frizzle, smile unwavering, shook her head no. "Certainty would remove any excitement. We've taken risks, we've made mistakes, but we're still remarkably clean and that just won't do. Besides I **am** certain the kids will be safe with you assisting me as chaperones!"

"I'm all for it!" exclaimed Wanda, interrupting Amy and Rory's attempts at objection. "Don't be so chicken you guys."

"I suppose this is a rare opportunity to study the past so authentically." said Dorothy-Ann.

It was then that The Doctor came rushing out of the TARDIS, two large power cables in hand.

"That's the spirit!" he said as he hooked the cables up to the control panel of the bus.

Tim and Carlos stood up and looked over the Doctor's shoulder.

"What are doing?" asked Carlos.

The Doctor finished and turned, looking at Carlos as if it was simultaneously a really stupid question and one he'd be happy to answer. He turned to the rest of the students as well before raising his hands in explanation.

"This box and my bus are two different models of the same machine, designed by an alien species. My species, to be specific, the Time Lords. The bus was built during wartime though, more for quick and easy travel and a Chameleon Circuit designed more for function than form -That's how it changes itself into a spaceship ya see, it voluntarily changes into whatever's needed in a certain situation- _but anyway_, the bus is a bit weaker when it comes to time travel. By linking it up with my TARDIS, I can give it a bit more juice, allow for more than one trip."

While some of the kids looked on fascinated, others were barely able to comprehend the man.

"But it's gonna take awhile," he continued. "at least a whole day. So Ms. Frizzle and I figured what better to do than let you go out and explore?"

There was suddenly a chorus of enthusiasm as the kids left the bus again, now chatting with each other in groups over what they should check out first.

Amy and Rory leaned over to each other as they slowly followed the kids out.

"So, are we chaperones now?" asked Rory, "Is chaperoning a thing we're doing?"

"Yep. Well, the two of us, anyway. I think the Doctor's just one if the kids." Indeed the Time Lord looked even more giddy and filled with enthusiasm than the children, linking arms with Ms. Frizzle as they stepped out of the bus.

"Big shock there." said Rory.

Outside the bus, Ralphie tugged on the Doctor's coat.

"Don't you think our clothes might look a bit weird to people here?"

The doctor shook his head and spun Ralphie's cap around so the bill obscured his eyes.

"Nah, I'd say you all look nondescript enough. 'Specially you kiddo. All your missing is a big ol' sign saying 'Mum's apple pie and the girl next door'."

Ralphie scratched his head as Keesha walked up to him.

"I'm just gonna pretend I get that."

"Pfft, might as well call him Frizz 2.0."

"Children," said Frizzle, "It's already getting dark, so here are the ground rules. We meet back up in two hours, each group must have a chaperone, and no stepping on any butterflies!"

The Doctor clapped and motioned for any kids to follow him.

"Let's make like a tree and split," he said, "I've always wanted to get one of those root beer floats."

Carlos followed the man, joined quickly by Keesha.

"Don't you mean 'make like a tree and leave'?"

"Oi, trees split too, when you hit 'en with an axe."

Keesha groaned while Carlos chuckled.

Rory motioned to Amy.

"Welp," said Rory, "I go wherever she goes."

Wanda giggled, whispering to Amy, "What is he, your boyfriend or something?"

Amy smirked, walking onward with Wanda and Tim in tow.

"Yeah, actually. We're due to be married in, oh, fifty-five years."

Rory followed Amy, as Phoebe and Arnold joined him.

"I think I'm gonna stick with you." said Arnold, "You may be the only sane one here."

Rory gave a curt nod of thanks, as Dorothy-Anne and Ralphie were left with Frizzle, who gave the bus one last affectionate pat before turning to them.

"Alright children. What shall we do first?"


	4. Up At Night

Chapter 4: Up At Night

Amy, Wanda and Tim strolled through town, with Rory, Arnold and Phoebe lagging a bit behind.

"Well, you lived here in the future right?" Amy asked. "Or, _will_ live here anyway. What's normally worth checking out?"

Tim put a finger to his chin as he looked around.

"I'm not sure. I barely recognize anything."

Wanda pointed to what looked like an abandoned building. "I wanna check that out! Looks cool."

"Let's _not_!" opined Arnold.

Amy decided it wouldn't be any harm and made to move toward the building, before she was suddenly stopped by a tall man in a construction helmet. He had sunken in eyes and didn't seem to be looking at Amy as he spoke to her.

"I'm afraid I can't let you pass here miss."

Amy made a slightly indignant face, but held the children back anyway.

"Why's that?" she asked.

"This building is private property. Trespassers are prohibited."

Tim looked with some concern at the tall man, who still refused to make eye contact with any of them.

"Are you ok, sir-"

"This building is private property. Trespassers are prohibited."

The group stepped back and traded confused looks.

"Well, ok then." said Amy, taking the kids hands, "Sorry I asked. Come on then, let's all just go to the park or something."

"Finally," said Arnold, "something normal."

Wanda rolled her eyes.

* * *

Meanwhile, The Doctor, Carlos and Keesha had found themselves in a quaint little cafe/bar. The Doctor waved a hand in front of his face as he and the kids noted that every single person in the building had a lit cigarette in their mouth. The kids plugged their noses as the Doctor wasting no time rushing to the stereo system in the corner. He looked it over like a kid would a Christmas present.

Keesha and Carlos looked with some anxiety at the smoking patrons around them. The ones that weren't staring at them with distaste seemed to be constantly dozing off.

Keesha walked up to him and whispered so as not to draw attention.

"Hey Doctor, you where just pulling our legs when you said you're an alien, right?"

"Nope." said the Doctor, not taking his eyes of the turn-table, "Why would I pull your legs? You need those. Hey, I love these things! Only play the hits. Who'd have an iPod?"

Keesha's head spun at the man's sudden change of subject.

"A what? Nevermind, listen, you _can't _be an alien, you look human."

"And you sound like you're from England." said Carlos.

The Doctor hopped to his feet and faced them.

"Funny how that keeps happening. More to the point, I don't look like your species, you look like my species."

Having considerably less care for the volume of his voice than the children, the Doctor made note of the kill gestures they gave him before their conversation drew the attention of the bartender. Remembering suddenly why they were there, the Doctor went up to the counter.

"Yes, hello, three root beer floats for my friends and I please."

The man scoffed, but got to work on the drinks anyway.

Carlos took a seat next to the Doctor. "I hope the ice cream is as cold as his shoulder."

"Carlos!" groaned Keesha as Carlos and the Doctor shared a giggle.

"It only figures," said the Doctor, "Odds are no one in town is gonna be very warm to non-Americans, which from their perspective could be all three of us. It should be fine though, just smile a whole bunch in that way that shows your teeth and say 'Gee Whiz' a lot."

"Anyway! Where're those drinks!?" The Doctor leaned over the counter to find the bartender standing asleep over the half-prepared floats.

"Oi! Hey! Hello? You okay?"

The man snapped awake, the look of irritation returning to his face.

"Yeah, yeah, get your drinks, Limey."

The Doctor ignored this comment and looked around at the other uncomfortably quiet patrons. Everyone in the building seemed just barely awake. He whistled before turning back to the bartender.

"Trouble sleeping?"

"How could you tell?"

"And it's not just you, it's everyone. It's the students in school, too. What's got you all so drowsy?"

The man hesitated before answering, as if considering which option would end the conversation quicker.

"Noises at night." he said. "Animals and such. They show up every night in or around someone else's home and keep the whole neighborhood up."

The other patrons had keyed into the conversation and decided to add their two cents.

"It's happened to me twice now over the past week. Sounded like a deer, the little pests."

"No, no, it can't be deer. It roared like a mountain lion!"

Keesha snickered involuntarily. "A mountain lion! Loose in a town like this?"

"So you don't actually know what it is?" asked The Doctor. "Or what THEY are?"

The chatter ceased and the uncomfortable silence returned.

"Well," said one young man, "no one's been able to lay eyes on them. They only show up when it's dark. Sometimes they're out of sight faster than you can blink, and other times..."

"Other times people go out looking for them. And never come back."

Apprehension overtook Keesha and Carlos' faces, while The Doctor grew one of his trademark grins.

"Mysterious creature stalking the night in 1955? It's one of my days."

He spun around to face the bartender again. "Keep the floats! Drink 'em yourself if you want. I'm gonna have a walk with the kids. Carlos, Keesha, come on!"

The kids looked at each other and followed the Doctor out, as a small bit of the tension in the room seemed to follow them out.

* * *

A ways away, Dorothy-Ann was excitedly leading Ralphie and Ms. Frizzle through the town museum. Ralphie was trying his best to be interested, but in all honesty he couldn't find the point of checking out history when they themselves were now _part_ of history.

"I just find it fascinating how much has changed between then and now. There are so many factual inaccuracies here." said the blonde girl, giddy with excitement.

Ralphie shrugged before noticing how dark it was outside. "Shouldn't there be a guard or something closing up this place by now? I either want to go somewhere fun or back to the bus."

The question was directed more toward Ms. Frizzle than anyone else, but she remained silent as if she hadn't heard him. Ralphie leaned over to Dorothy-Ann as Liz waved a hand in front of the redhead's gaze.

"D.A, does the Frizz seem a bit out of it to you? I mean, more than usual."

"Ever since the meteor storm, yeah. What do you suppose it is?"

The subject of their conversation suddenly spoke before Ralphie had the chance to answer.

"Where IS that guard? I could have sworn I saw one on the way in."

There was a sudden **_THUMP!_** and the sound of something breaking nearby which put the four on alert. Looking around, they seemed to be the only ones in the building.

Frizzle went towards the large, dimly lit room where the sound originated, pulling out a flashlight.

"Hello?" she chirped, "Is there anybody in here?"

She was greeted with a slight hissing noise and a movement so quick she could barely make out what it was. Going further into the room, she shone the light around trying to get a goof look.

Before she knew it, the movement was behind her and the door had closed.

* * *

"Remind me what it is we're looking for, Doctor."

By now it was pitch black outside, The Doctor had been leading Carlos and Keesha around town for what seemed like hours, holding a small, glowing, beeping bow in front of him like a tracker.

"Aliens." he said.

Keesha rolled her eyes, admiring The Doctor's ability to make her do that every five minutes.

"What, like you?" asked Carlos.

"No, not like me. There aren't really any like me left. One of a kind..."

The Doctor paused just long enough for the children to wonder whether they should say something, before he continued.

"But there have been tons of other species, less friendly ones, running around your planet since before it ever was. Odds are if you hear a creature go bump in the night and you don't know what it is, you could be dealing with a Rutan, or a Roboform, or Krillitanes, or any number of things out there looking to get you for one reason or another."

The Doctor patted the box as it beeped again, oblivious to the thoroughly frightened looks on the kids' faces.

"This bad boy should let us know who we're dealing with, but it's not picking up anything extraterrestrial..."

The ground suddenly shook beneath the three as they began looking around in panic.

"What was that?" demanded Keesha.

"Dunno." said The Doctor, checking his machine again, "It's got nothing! Nothing foreign to Earth in the entire vicinity of the town."

"Does that mean it _was_ a deer, or a mountain lion?"

Another shake of the ground.

"I doubt it."

The trio stopped steeping back as they were greeted by a low growl directly behind them, followed by a blast of hot air onto them.

They remained momentarily frozen in silence, The Doctor only moving to put his machine away before the three of them turned simultaneously.

Behind them was a very large and very menacing...

"Tyrannosaurus Rex." said The Doctor in a mix of giddiness and fear.

Keesha looked up in stunned silence while Carlos swallowed nervously.

"**Gee Whiz**."


	5. The Chapter Were A Lot Of Stuff Happens

Chapter 5: The Chapter Were A Lot Of Stuff Happens

The Doctor took each of the kids' hand in his own, unsure how to move at this current juncture.

The T-Rex seemed to sniff them, and waited for several moments before slowly steeping over them and moving on. Very slowly, The Doctor stepped forward as well, ushering the kids to follow his lead. They were now walking directly underneath the T-Rex, with their grip on each other's hands iron tight.

"Well, now we know it's not a mountain lion, eh?"

"A T-Rex." mumbled Keesha, "A real, actual, living T-Rex. Alive. In 1955."

The Doctor smiled with an "I know, isn't great?"

"Aside from the fact that it makes no sense and it could KILL US, it's just wonderful."

"Ssh-ssh!" The Doctor let go of Carlos' hand in order to place a finger to his lips. He then began fishing through his breast pocket. "For whatever reason it's ignoring us, but if we do anything to set it off..."

Carlos gave a questioning look. "I thought T-Rex's could only see you if you moved."

"Jurassic Park, eh? Great film, but not very reliable. That method of detection's just a myth. If we do anything that so much as grabs it's attention it'll be on us in seconds. Obviously it didn't _smell _anything it liked, so all we have to do is stay like this; out of sight and relatively far from the teeth."

"For how long?"

"Until I think of a clever escape plan. Ah!"

The Doctor pulled from his pocket the same glowing wand the children had seen him use on the bus. The Doctor held a button on it and it began blinking a bright green light.

"What is that thing?" asked Carlos.

"Sonic screwdriver. Really useful, really cool. Hey, listen, I'm gonna do something that hopefully won't get us killed. When I tell you, I want you both to run over to that car over there."

"What, the blue one?"

"Yep."

With that, The Doctor took a deep breath and pointed the screwdriver at a far off street lamp before pressing the button again. The green light shone and the street lamp exploded, causing the T-Rex to run and make its way toward the disturbance. As it did, The Doctor, Keesha and Carlos remained perfectly in place.

One the dinosaur was far enough with its back turned to them, The Doctor and the kids ran for the blue car. The Doctor shone his screwdriver on the car door and it was instantly unlocked, with the three piling in.

The Doctor looked haphazardly around the car as if unsure what to do at this juncture.

"What are you doing?" asked Keesha in a tense whisper, "Can't you drive."

"I thought you could!" said The Doctor indignantly. "It's not exactly a time and space machine. Or a fire truck."

Barely a moment later, The Doctor had started the car, and despite some haphazard driving they were off. The sudden noise and movement recaptured the T-Rex's attention and it began to run after them, with all three of its prey screaming in panic.

* * *

Back at the museum, a group of six were walking up to the entrance, having spent some time looking for their compatriots.

"I'm telling you," said Arnold, "we should've just stayed on the bus. That's what Ms. Frizzle told us to do."

Amy ignored him, holding the museum entrance open for the others to step in.

"We waited on the bus for an _hour_, kid, and no one showed up. Knowing The Doctor, that means he's probably in danger or needs our help with something."

"We haven't so much as heard from him or The Frizz or anyone since we split up." said Phoebe, "I am a bit worried."

"We've checked just about every place that could be of interest except this one, so at least one if them has to be here." said Rory.

"Hey shouldn't a place like this be locked at this hour?" asked Wanda.

"Not if The Doctor's been here." said Amy.

Before anyone had time to say anything else, a scream was heard from another room, and they all went running toward it.

* * *

Just moments prior, Frizzle had tried in vain to open the door that had been shut behind her.

"*_tsk_* Locked. What a shame." She heard another hissing noise and pointed her flashlight up into her hair.

"That wasn't you, was it Liz?"

The lizard shook its head, now looking quite apprehensive. Shining the light around the room yet again, Frizzle stopped rather quickly as she found herself faced with a scaly, hungry looking guest.

"Why hello, Mr. Velociraptor." she said as Liz took further refuge in her hair.

"I certainly didn't think I'd be running into you this millennia. The Doctor is going to love it when I tell him you're here. Should make a great little mysterious paradox."

The raptor ignored Frizzle's ramblings as it advanced on her, the schoolteacher's smile never fading even as she stepped back and reached out for the doorknob.

"On that note I should probably avoid you eating me if I want to tell him. So sorry but we'll have to cut this visit short. Ralphie! Dorothy-Ann! I seemed to have locked myself in, could you let me out please?"

Hearing their teacher's request, Ralphie and Dorothy-Ann quickly let her out, before she just as quickly slammed the door shut and leant against it.

"What's wrong, Ms. Frizzle?" asked Dorothy-Ann, "What's in there?"

The teacher waved her hand dismissively. "Oh, absolutely nothing to be worried about."

Before either of her students could ask what was going on, they got their answer as a pair of claws pierced through the wooden door in either side of Frizzle's torso. The sudden attacked caused both children to scream out, as Frizzle quickly stepped away from the door before it was torn off it hinges by the raptor.

Neither party had the chance to make another move before Amy, Rory, and the others came running to see what was wrong.

Amy registered the humans first, while her boyfriend and the kids stared in shock at the raptor.

"Ah!" she said, "There you are. That's three down, three left to- WOAH!"

She stopped speaking as the raptor caught her attention, and both she and Rory began pointing between Frizzle and the advancing creature.

"Sorry," said Rory, "is that an actual velociraptor?"

Frizzle nodded with her signature smile.

"Cool!" exclaimed Tim.

"And that means it _can_ kill all of us, right?"

"I suppose, if you want to be morbid about it."

As the raptor seemed like it was preparing to lunge, Amy grabbed Tim and Wanda's hands, while Rory did the same for Arnold and Phoebe.

"All in favor of running to the second floor," said Amy, "_DO IT NOW_!"

With that, that three adults and their charges split into separate directions, each heading for a different stairwell while the raptor hesitated momentarily. It appeared torn between which group to follow, before ultimately tailing Amy.

The dinosaur roared out as it followed the group up the stairwell and into a long, window lined hallway.

"Well," said Wanda as she ran, "I think we know what happened to the night guard."

"Less talking, more running!"

A loud whistle from the other end of the hallway got the raptors attention, and it turned to see Frizzle waving to it from around the corner. By the time it had turned back to Amy's group they had disappeared around another corner, and so it ran for Frizzle.

"Great," said Ralphie in a panic, "Now it's after US!"

"It'll be alright children." said Frizzle as she opened a window and stepped onto the sill. "Just follow my lead!"

With that, she jumped.

Ralphie and Dorothy-Ann peeked out to see that she had landed safely in a bush outside and was motioning for them to follow. Dorothy-Ann was still questioning this plan before Ralphie caught her off guard by grabbing her hand and pulling her out the window with him.

As they landed the raptor tried and failed to maneuver itself out the window to follow them. Giving up, it began to stalk the hallway yet again, as Rory, Arnold and Phoebe watched it from another corner.

"Ok," said Rory, "I've got a plan. Stay back, kids."

"Wait!" said Arnold, "What are you doing? Can I help?"

Rory hesitated, about to argue that Arnold should stay, before he heard a loud his and the screams of Amy, Tim and Wanda. It had found them.

"Yeah," he said, "ok, whatever!"

With that, the two of them rushed down the hallway and with a shout, tackled the raptor away from the others and out yet another window, this time on the opposite side to Frizzle. Rory pulled the boy away as the raptor clawed at them before it fell.

Phoebe rushed up to the others, and she, Wanda and Tim began praising Arnold for his bravery, while Rory turned to Amy.

"You ok?" he asked.

She responded with a "Shut up." before kissing him hard on the lips, which garnered noises of disgust and disapproval from the kids.

Outside, Frizzle, Dorothy-Ann and Ralphie were dusting themselves off before they heard another hiss and saw the raptor get to its feet and run right for them. Ralphie's grip on Dorothy-Ann's hand tightened as they followed Frizzle out into the street.

The raptor was hot on their trail and would've been on them in seconds had it not been rammed into and knocked several yards away by a speeding blue car.

* * *

The car stopped and out came The Doctor. Almost immediately he and Frizzle began talking over each other.

"Dinosaurs!"

"I know!"

"But not really!"

"I KNOW!"

"I knew you'd be excited!"

"Excited?! Just imagine me, walking around 1955 looking for an alien or something when suddenly...T-Rex!"

"Ooh, a T-Rex? You always get the bigger ones, don't you?"

As the two conversed, Carlos and Keesha exited the car, thrown off by The Doctor's...unorthodox driving.

"I've decided," said Carlos, "that I **hate **dinosaurs."

Amy, Rory, and their charges came out of the museum at this moment and as the kids all went to make sure their friends were ok, The a Doctor swept Amy and Rory up in a hug before turning back to Frizzle.

"Oh, look at me, bragging about a silly old T-Rex. We lost the thing a couple of blocks back. What'd you find?"

Frizzle pointed at the velociraptor which hadn't moved a muscle since being hit, and The Doctor's smile died as he and the others stared at it.

The Time Lord walked up to the lying creature and knelt next to it.

"Sorry." he said somberly, petting it lightly. "So sorry about that..."

He then noticed something odd.

"BUT...not...that...sorry."

Amy walked up to him.

"Doctor, what's wrong?"

"Nothing," the Doctor said standing up, "that's the problem-"

A roar broke them out if their conversation, as the T-Rex suddenly rounded the corner and spotted all of them.

They all remained still for several moments, before Frizzle split off from the group and called out for the T-Rex to follow her.

"YOOHOO!" she shouted as she ran, successfully making the Rex follow her.

"Valerie!?" shouted The Doctor. "_WHAT ARE YOU DOING_?"

His fears, as well as the others', were laid to rest, as in that exact moment Frizzle ran directly under some power lines. As soon as it it hit the lines, a powerful electrical current ran through the Dinosaur, and it fell forward before it ceased movement completely.

There was a silent moment before a The Doctor rushed up to the fallen dinosaur, jumping onto its back and running up to its skull before pulling out his screwdriver and looking the beast over.

Arnold was the first to speak.

"Is it dead?"

"No." said The Doctor.

"Yes." said Ms. Frizzle.

"Well, more accurately, it was never alive."

A collective "What?" rang out from the children and their chaperones.

"It roared, while it turned the corner, didn't you notice that? T-Rex's never roar while on a hunt. It also stands in a tripod stance with its tail when it's not moving."

The Doctor took this moment to pull out a pair of scissors and stab it into the Rex's head before making a wide circle with it.

"Carlos, remember what I said about that whole 'detection by moving' thing being a myth? How T-Rex's don't really do that? Well, this one does-"

He ripped off the layer of skin he had carved out to revel what looked like a clear container holding several machine-works in it where the Rex's skull should be.

"Because it's a robot."

The kids looked on in awe, running up to the dinosaurs and inspecting it. The Doctor noticed that Arnold was still hesitant.

"It's ok," he said, "your teacher fried all the important functioning bits. He won't be getting up again."

"Same goes our good friend the velociraptor." said Ms. Frizzle, walking over to said creature.

"It's much too big, and instead of scales it should have feathers. It's palms should be pointed inward rather than downward, and it's tail is too stiff."

She propped up the dinosaur to show even more mechanical bits that had been unveiled by the car slamming into the skin.

"All just animatronics."

"Puppets!" confirmed The Doctor. "And plenty impressive for the time period, too. I'm sure 'Sam and Friends' could've used something like this." He then

Suddenly, the gang was made aware of the lights of all the houses around them turned on one by one.

"Aaaaaaaaaand that'd be the neighbors."

The kids grouped around each other as the townspeople exited their home and surrounded them in what couldn't really be anything other than an angry mob.

"**WHAT THE HELL IS GOING ON OUT HERE!?**" The Doctor recognized the angered voice as that of the bartender from earlier, joined by a collective murmur of those around him.

Thinking fast, The Doctor pulled out a wallet with an I.D inside of it.

"Sorry." he said, putting on a faux-Texan accent, "Department of Animatronic Attractions. We're government sanctioned to test our giant dinosaur attractions in this area, with our pool of...child test subjects."

The murmur rose as the bartender joined in scoffing incredulously. The Doctor was momentarily distracted, as he heard the heavy beating of wings amongst the crowd and turned to the skies just in time to notice a large pair of such wings disappearing behind a nearby house. He turned back to the crowd and filed that observation away for later.

"I assure you that all tests went off without a hitch, and we apologize for the necessary inconvenience of keeping you all up. Please return to your homes, we assure you that tests are done for the night. "

It was a long pause full of confused whispers and much staring at The Doctor's I.D before the crowd dissipated, some more reluctantly than others.

When it was jus them again, Arnold was the first to speak.

"D...do you just carry an I.D that says Department of Animatronic Attractions around with you?"

"Hm? What, this? No, it's psychic paper. Says whatever the user wants it to say. Awfully convenient for getting out of jams like that."

"And excuse me, Mister," interrupted Amy, "What kind of accent was _that_?"

The Doctor looked slightly offended. "American! I think I got it down pact, don't you guys?"

The kids and Rory all shook their heads, prompting the Doctor to wave them off.

"Everyone's a critic."

"So, now what?" asked Tim, "The dinosaurs are taken care of, right? And the bus should be charged up by now. Do we just go home?"

The Doctor turned his gaze to the sky again.

"No." he said before turning to them all again.

"There are still some dinosaurs left, and we've pretty much confirmed that they've killed people. Right now we're the only ones stopping them from doing it again, and step one is tracking down the pterosaur that just flew by."

_A.N: Hooray For making chapters longer! Thanks as always to Zerowing21 for beta reading._


	6. The Tale of Two TARDIS's

Chapter 6: The Tale of Two TARDIS's

"Ok, Operation Adorable Investigators is underway."

The Doctor was pacing around the Bus' corridor, a small screen in his outstretched hand. He and Ms. Frizzle were alone in the bus, Frizzle sitting in the front seat and looking over the mechanical innards of what The Doctor had taken to calling 'The DinoBots'. They'd taken the pieces in to examine them, and hopefully pinpoint any alien tech that may have gone into them.

She jumped slightly when a particular piece of machinery sparked near her hands, before giggling it off.

Dorothy-Ann's face appeared on The Doctor's screen.

"Doctor, we've been thinking, and the others and I want to change the code name of our operation, 'Adorable Investigators' doesn't really carry much professionalism."

"Oi, you're adorable and you're investigating. It fits. Whatever, who has time to worry about names? You're supposed to be asking around town- who lives here who's scientifically savvy enough to build the DinoBots? Who lives in that big building Amy found? Has anyone in town been acting suspicious?"

Rory's face joined Dorothy-Ann as he leant over her shoulder.

"Yeah, Doctor, I'm pretty sure the name 'DinoBot' is copyright."

"HUSH, Rory."

Rory shrugged indifferently before walking off-screen.

"By the way," asked Dorothy-Ann, "what are we talking on? You never did say what it was."

The Doctor picked up the clockwork skull of the RaptorBot

"Standard Comms Device." he said. "Nice little trinket from a couple decades in your future. Talk about unprofessional; don't tell anyone I gave you that!"

"No need to worry Doctor; my lips are sealed."

"Good." The Doctor pulled out his screwdriver and began to scan the machinery around Frizzle. "Now back to work."

He switched the comm off as Frizzle leaned back to look curiously at the screwdriver.

"Anything alien?"

"Not yet. Not that I recognize, anyway. I suppose it's not too much of a stretch to imagine they were built on Earth, but whoever pulled it off has to be stone cold brilliant."

"Sounds fun."

The two shared a grin as The Doctor moved to sit down, examining the giant, clawed metal foot next to him.

"Eh, that's what you're in for when I'm around; fun fun fun."

They smiled at each other again, as if reliving a shared memory.

* * *

It was the Earth year 2008 and The Doctor ran through the garden of Amy Pond, unaware that the girl in question was currently chasing after him. He had just changed his face, been incredibly clever and saved the world in quick succession (again), and the only thing in his mind was his big blue beauty.

There it was; The TARDIS. She had closed herself for repairs only half an hour ago and yet to The Doctor it felt like an eternity. He ran up to her with a look of glee, knowing on sight that she was ready to take him back in and show him her new interior.

"Ok." he said, slightly out of breath from all the running, "What have you got for me this time?"

Sticking the key into the lock, the man opened her doors and stared in lovingly. The console room looked like it had exploded; but in a good way. It was like the cluttered workspace of some wizard from a fairy tale and it was absolutely _perfect _for him.

"Look at you." he was barely above a whisper, "Oh, you sexy thing. Look at you!"

He closed the door behind him and started dancing around the controls like a kid at a candy store, taking off for who knows where and unknowingly leaving a certain redhead alone to wait yet again for his return.

"Ooh, yes, this is too good! So, what do you say old girl; a quick trip to the moon and back to run you in, eh?"

Suddenly, the console room shook violently; knocking him to the floor.

"I take that as a no."

He stood up and looked at the scanner. For whatever reason, he was headed to late 1993.

"1993? Why are we going there? I mean, yay, 1993, great, awesome. But why?"

Another violent shake rocked the control room.

"Ok, then..."

* * *

It was the year 1994 Valerie Frizzle skipped merrily down the street, having just applied for a teaching position. Her parents had always told her she had a gift for scientific knowledge, and that combined with her love of children made this career path the only one she'd ever really sought after.

The fact that she was abruptly tossed into a wall by a troop of tall, armored creatures with rhinoceros heads did little to dampen her mood. They also had rather neat studded kilts that Frizzle made a mental note to buy for herself.

"RO SHO CLO FO RO NO TO JO SHO BO KO!"

"Why hello, who are you?"

The lead rhino-man pulled a small red device off its armor and held it to Frizzle's lips.

"FO SHO NO RO CLO MO VO!"

"I'm afraid I don't speak that language."

The red device flashed a dull blue light before the rhino inserted it into a cavity in the chest of its armor.

"Language Assimilated." it said in a low, gruff voice filled with professionalism and menace. "You are owed our thanks."

Frizzle smiled. "I'm always happy to help!"

"Duly noted. Your further assistance may be required."

"Why certainly, what with?" The redheaded woman asks.

"I am Commander Tybo of the Judoon. Our platoon is in search of a time-and-space machine called the TARDIS. This machine is incredibly rare and dangerous, and it must be prevented from falling into the wrong hands. By decree of the Shadow Proclamation, it is our job to find the machine, and confiscate it."

Frizzle scratched her head, trying to recall having seen such a thing.

"If I catch wind of one, I'll let you know, first thing!"

"Your cooperation is noted, Miss..."

"Frizzle."

"Thank you Miss Frizzle. Lovely name." As the Judoon walked off, Ms. Frizzle couldn't help but feel the compliment was incongruous to the ones giving it. She shrugged and decided going to the park was a good idea.

* * *

A few hours later, it was much darker outside and Frizzle was still walking throughout the park. She couldn't quite see where she was going, but she wasn't quite focused on that or anything else for that matter.

She suddenly heard a popping noise in the distance that took her out if her rather disjointed train of thought. She followed the noise curiously and found herself observing a big yellow...something, surrounded by smoke and fog.

Looker closer, she noticed it was a School bus. Looking even closer than that, she noticed it had a face.

"How strange," she said, walking up to the bus, "who leaves a perfectly good School bus in the middle of a park?"

As she approached, the bus seemed to shudder and on its face there seemed to be a look of fear.

"Hey," she said in a hushed voice, reaching up to stroke the bus gently. She wasn't aware of it at the time, but that would be the first time the strange bus had ever known a touch so gentle.

"I won't hurt ya. Don't be afraid." She didn't know HOW this bus could be alive, but she just knew that it was. She wasn't the type to question the how in these types of situations, anyway.

Sure enough, its face seemed to relax slightly as its doors flew open and Frizzle steeped in with some hesitance. Its innards looked like any School bus should, though a bit beat up.

"Now who in their right mind would up and leave you here?"

The lights on the bus suddenly came on, followed swiftly by the sound of an engine as the bus lunged forward without any input from its sole occupant. Frizzle fell over into the driver's seat and let out a howl of amusement.

Sitting up straight, Frizzle looked out the windshield as they appeared to be exiting the park. Just as they reached the road, the bus stopped.

"What happened?"

No response.

"Ooh, would you like me to drive now?"

The bus beeped twice, and Frizzle grinned as she interpreted that as a 'yes' and grabbed the wheel.

"I think I'm going to take you home with me!"

They had barely been driving for a few minutes before crashing into...something. Gathering herself from where she sat, Frizzle saw nothing but a slight distortion in the air around them. She scratched her head in confusion as the bus grew a face of panic. The vehicle tried to retreat but was met from behind with another invisible blockade. Suddenly, the rhino men from earlier appeared. Out of the woodwork, so to speak.

"Ah, look at that, it's those gentlemen from earlier. Hey, you're shaking. What's wro-?"

Looking closer, she saw that the rhino men were advancing on the bus with what looked like guns.

"Oh _that's _what's wrong. Well that's not particularly nice of them."

Suddenly there was an odd sound inside the bus. The bus shook more slightly, as Frizzle ignored the sound and continued to observe their assailants.

"Attention human," came the same guttural growl as before, projected as if through a megaphone, "we command that you step out of the bus."

The bus beeped loudly again as Frizzle put a finger to her lips in thought.

"Well, he _does_ carry an amount of authority."

"Yeah, Judoon tend to do that. I wouldn't give it too much mind though they're all a bit thick."

Frizzle turned to see a slightly crazed looking man in a bow tie leaning on the back of the driver's seat. By all appearances he was at least five years her junior.

"Oh, hello," Frizzle said, "How did you get in?"

The Doctor snapped and pointed to the back of the bus where a large blue box labeled 'Police Public Call Box'. Frizzle went over to the box and looked over it in fascination.

"I'm The Doctor, she's the TARDIS. We travel in time and space, don't ask questions. Dunno why she was in such a massive rush to bring me to a School bus surrounded by Judoon of all things. Hey, what do they want with you anyway?"

Tybo's voice rang out again in answer to The Doctor's question.

"Ah, that man...identified as The Doctor!"

"Ah great, they recognize me."

"The Doctor and the human civilian will leave the time-and-space machine identified as the TARDIS! If not, we will be forced to kill you both!"

The Doctor stood with his mouth agape for a moment, as Frizzle walked up next to him.

"But we're not _in_ the TARDIS; the TARDIS is in the back of the b-"

The Doctor stopped abruptly, and stepped back in shock as he made a sudden realization. He rubbed the back of his head and began to pace down the bus's corridor. Frizzle observed him before turning to the assemblage of buttons present on the bus.

"Say, Doctor?" Frizzle began, but was interrupted by the Doctor's rambling.

"That's why we're here, isn't it? That's why she brought us here- she's found one of her sisters! This bus is a TARDIS!"

"Doctor?"

"That explains why it's a School bus in the first place, chameleon circuits at work."

"Doctor!"

"Sorry, yeah?"

Frizzle extended her hand, and the Doctor took it.

"Valerie Frizzle."

"Ah. Hello Valerie Frizzle, very nice to meet you."

"Likewise. Now, I do believe that our friend Tybo mentioned killing us?"

On cue, a laser blast hit the side of the bus; sending the vehicle into a panic along with itsoccupants.

"Doctor, you seem to know what this bus is better than I do. Do any of these buttons look familiar? Like something that could get us out of here?"

The Doctor rushed over to the controls and looked them over.

"Yes, I've seen it before. Type-580, built during the Time war. No wonder the Shadow Proclamation want their hands on it."

"The who?" Questioned the woman.

"The Shadow Proclamation. Think space police, with the Judoon here as they're hired guns."

The laser fire on the bus increased and it beeped loudly in distress.

"Speaking of, this button here should be...the thrusters!"

The Doctor pressed a button and in less than a second the bus had grown wings and a set of back thrusters and was flying up away from the Judoon.

"The Judoon tried to box you in with stationary generated force fields, but there's one place they just can't put them and that's the sky!"

The bus flew through the night as the Judoon fire died down, the Judoon themselves growing smaller and smaller in the distance.

There was a moment of relative silence before Frizzle spoke up.

"Now that the excitements over with, I suppose now's the time for me to ask some questions."

The Doctor had been distracted, looking at the bus around him as if it was some kind of precious artifact.

"Hm? Oh, yes, that...business, that just happened. Well, this bus is now one of the last remaining TARDIS's in the universe. They're meant to be able to travel through time and space and they're incredibly powerful. This model in particular is pretty unique, so my guess is the Shadow Proclamation sent Tybo and his men after it to prevent it from falling into the wrong hands." The Doctor said all of this as he ran his screwdriver over Frizzle before giving it a read.

"You're human." he said.

Frizzle breathed a sigh of relief. "It's so good to finally have that confirmed."

The Doctor gave a chuckle.

"Just checking, didn't wanna get my hopes up and assume another TARDIS meant another Time Lord."

He noticed Frizzle's quizzical look.

"My Species." He stated flatly.

The Doctor expected at this point to be bombarded with even more questions: How could he be an alien? Where was he from? Instead, Frizzle merely said-

"Oh. So...are you alone then?"

Just then a breaking noise was heard and the bus began falling from the sky into the woods that were now below them.

They had crashed into the ground before they even had the chance to prepare for impact. The Doctor had no idea how long he was unconscious, but when he woke up he noticed quickly that Frizzle had already left the bus.

"Valerie?" he asked, stepping out of the bus. He found the woman stroking the bus comfortingly, as it looked a bit wrecked from the fall.

"Ah, yes. Flying must've taken up a lot of energy. It already spent most of it just getting to this time period."

Frizzle gave him that same look that silently demanded answers.

"...In the war, the Time Lords thought it'd be beneficial to have increased cognitive abilities in the TARDIS's. The type-580 had the highest amount of autonomy ever present in a TARDIS. Maybe a bit too much, but toward the end of the war they'd all just start disappearing. We all knew why. The war was wrong, and the type-580 series was self-aware enough to leave while they could. We all assumed they'd just die off without our maintenance, but here's the bus proving me wrong."

The bus beeped again, looking somewhat satisfied with itself.

"Odds are it'd been in the Time Vortex for centuries to escape the war. That's why _my_ TARDIS only just now locked onto it. It just came back into sync with the rest of reality."

"Fascinating." said Frizzle. The Doctor smiled wistfully despite himself.

"Who knows, maybe there may be even more of them out there. Even more TARDIS's in different shapes and sizes throughout the universe, waiting to be uncovered by the curious."

The Doctor turned his smile to her.

"You know, it's kind of nice being able to talk to someone who can grasp this stuff right away."

"What can I say? It interests me." Frizzle giggled.

Suddenly, the bus righted itself with a honk. Frizzle sat herself atop the hood and gave it a friendly pat. The Doctor joined her with a sigh, when suddenly she turned to him again.

"Have you ever considered being a teacher?" she asked.

"Once, a few centuries back. I opted to live in the junkyard next door instead." His look of nostalgia changed to one of confusion.

"Not sure why. Why? Is that what you are?"

Frizzle nodded, receiving another smile.

"Well, why don't I pop by sometime, let you teach me a few things?"

The two laughed, before a sudden laser blast whizzed by the bus. Standing up, they both turned to see Tybo and his comrades advancing on them yet again.

"No way!" said The Doctor; more irritated than anything else, "How'd you catch up to us so fast?"

"Our benefactors have provided us with a limited Emergency Temporal Shift."

The Doctor and Frizzle adopted faces of disbelief and confusion respectively.

"What's an Emergency Temporal Shift?" she asked.

"Short range time travel. Nasty, really bad for you. But the Shadow Proclamation doesn't have access to that sort of thing. Who gave that to you, Tybo?"

Looking straight faced at the Doctor for a moment, Tybo remained silent, before leveling his gun at the two humanoids. The Doctor and Frizzle raised their hands.

"You two will be taken into custody along with the TARDIS."

"On what charges?" The Doctor asked curiously, the wheels in his mind spinning.

"Obstruction of the law, aiding and abetting a criminal."

"But this women wasn't aware that she was obstructing anything!"

"You could still justify criminal negligence." Frizzle piped up, "But now that I've seen how you intend to treat this poor bus, I think I'll begin to oppose you purposefully."

The Doctor sighed.

"I respect that," he said, "but it's not helping!"

"Sorry."

The Doctor paused for a moment and then shrugged.

"Fine, be that way." he said to the Judoon, "But now about that ETS you've gone and made this too easy. Come on, Valerie!"

Before Frizzle could ask what was going on, The Doctor pulled her into the bus. They ran down to the Doctor's TARDIS and entered it, closing the door behind them just as the Judoon entered the bus.

"Now _this_," said Frizzle as she looked awestruck around the TARDIS, "is _fascinating_."

As she admired every inch of the console room, the Doctor put his focus on the controls.

"What's our plan?" asked Frizzle, "We aren't just gonna leave the bus are we?"

"No, of course not, don't be ridiculous." said the Doctor, before the console room suddenly shook. Frizzle grabbed onto a railing for support.

"Like I said earlier, the Judoon are really thick. They follow rules to the letter and in cases like these their code states that catching live fugitives takes precedent over items to confiscate."

Frizzle snapped her fingers, looking like a light bulb had just gone off in her head.

"So wherever we go, they'll follow us and leave the bus!"

"Bingo!"

Another shake rocked the room.

"And they said their Temporal Shift was limited, so-"

"SO, if we get them to follow us beyond the Shifts limits, say, a few centuries into the past-"

"We can strand them there and come back to the bus!"

"Like nothing ever happened, clever girl!"

The Doctor laughed and pulled up the consoles scanners as the room shook yet again.

"Take a look," he said as the screen transitioned from a platoon of perplexed Judoon aboard the bus, to a swirling vortex of color and lightning and everything Frizzle could ever imagine.

"What is that?" she asked.

"The time vortex." said the Doctor in giddy excitement.

"It's everything, everywhere, everywhen. Look, there's us a minute ago. And you and theJudoon, a couple hours back. Let's speed things up a bit shall we?"

The Doctor pulled a lever and the shaking stopped. He took Frizzle's hand and ran to the TARDIS door. Opening it, the two saw a quiet, grassy plain, stretching out as far as the eye could see.

"Scotland," said a The Doctor, "1792. Can't wait to see the look on their faces when-"

There was another sudden sound, as the Judoon platoon suddenly appeared around them. Tyboheld what Frizzle assumed to be the Emergency Temporal Shift in his hands. It sparked and theJudoon dropped it in surprise, before slowly looking up at the two of them, eyes full of the utmost rage at this trickery.

"And there it is!" said the Doctor, pulling Frizzle back into the box and closing the door as they were mercilessly fired upon.

"Sore losers." The Doctor muttered, "I'll be sure to remember to go back and pick them all up, eventually."

He sighed and reached for the controls. Before he could however, he saw Frizzle standing over them and pressing buttons, pulling levers to her hearts content.

"What're you doing?" he asked incredulously.

"Ooh, taking us back to the bus." Frizzle answered.

"But you can't use those controls, step away from them, before you accidentally land us onMustafar or something!"

Suddenly there was the landing sound, and The Doctor paused before rushing to the door. Opening it, he found that they were back inside the bus. He checked his watch as if to confirm it was the same date they'd left, before turning slack jawed over to Frizzle.

"How'd you do that!?" He asked her in amazement

"Whatever do you mean?"

"How'd you pilot us?"

"Oh. I watched you."

"You...watched me? That's it?"

"Essentially," Frizzle exclaimed explaining to the man, "I drove the bus for a bit before you arrived. Then I saw how you handled it, how you handled your own TARDIS, and I just picked up on the similarities. It's surprisingly simple."

The Doctor remained silent as he stepped out if the bus, not even shaken as it gave a pleased beep. Frizzle followed him outside and he turned to her.

"Oh look,' she said, pointing to the horizon, "sunrise."

"Valerie Frizzle," he said suddenly, "you are a stone cold genius."

Frizzle gave a smile and a dismissive wave, before patting the bus again.

"That sure was an adventure." she said, making the Doctor giggle at how calmly she took the whole affair. It was like nothing fazed her.

They stood in silence for a while longer before Frizzle frowned and turned to the Doctor.

"Are you going to take her now? The bus, I mean."

The Doctor remained silent, thinking on it. Frizzle took the opportunity to continue.

"I understand if you are, she's a remnant of your people. But-"

"Keep her."

"...What?"

The Doctor walked up to Frizzle and gave her a pat on the shoulder.

"I do not meet human beings like you often, Valerie Frizzle, especially not in America. You're a rare gem, and it's obvious the bus likes you. I'd be honored to call you my peer in the time-space-travel-business."

Suddenly, the bus beeped again, and a small compartment opened on it. Sticking out of it was a key.

The Doctor grinned, while Frizzle looked for once like she didn't know what to say.

"That'd be yours." said the Doctor. "A TARDIS is a fickle thing. Once it's decided it likes you, it won't let you go."

Frizzle hesitantly went into the bus, grabbed the key and pulled it out. She sat in the driver'sseat, placed the key in its slot, and listened as the sound of engines began.

"Thank you.' she whispered.

She then turned to the Doctor, who was opening up his own TARDIS, as if to leave.

"And thank you, Doctor. For showing me just how much of the universe I can explore."

The Doctor smiled, yet seemed incapable of saying anything in response. Instead, he flashed athumbs up and entered his box. Frizzle didn't take her eyes off it for a moment as it dematerialized.

* * *

And here she was again, in 1955, watching that same man in that same spot with that same smile.

"Tell me," she said, "Are things always like this with you?"

The Doctor chuckled.

"Hopefully." he said.

Suddenly, the comm device rang. The Doctor picked up, to hear the voice of Dorothy Ann.

"Good ol' DA, what's the news?"

"We think we have our lead on the DinoBots."

The Doctor and Frizzle grinned, exiting the bus as they went meet up with their students. Frizzle gave the bus a pat and they took off.

_AN: Hooray for even LONGER chapters. I swear I'm not doing this on purpose, but this whole chapter seems to have more words then the other characters combined. Not sure why I decided to include the Judoon of all things in this story. Anyway, those who've finished series 5 of Doctor Who know that the Judoon play a very small part in the series finale, and the bits with the Emergency Temporal Shift were meant to allude to the Alliance. I may build on that more later._

_Aside from that, I'm not too sure how I feel about the dialogue in this chapter. I wanted to balance exposition, natural dialogue, and building the relationship between The Doctor, Frizzle and The Bus. So tell me how I did on that._


	7. Question and Answer

Dr. Bradley Hearn had always been fascinated with prehistoric creatures. Why they were called 'pre'historic never made much sense to him. Perhaps it worked back when they had little to no proof of creatures predating humankind, but that had been disproven long before he was even born.

Hearn had ultimately gotten into engineering and robotics, having been convinced by his family that it would be more profitable than paleontology. Even then, he'd never quiet let his fascination die down. He supposed he owed it to his benefactors that he could blend his passion with his work.

He chuckled to himself, tinkering with the fidgeting clockwork creature beneath him. His grandchildren used to say that he was so enraptured by dinosaurs because he was one himself.

If only they could see him now. Thanks to his generous benefactors, his work would forever change the fields of science. The entire world would be shaped by him. It was a comforting thought.

The rather loud sound of a knock on his door startled him out of his reverie. He fidgeted uncomfortably as a second knock quickly followed. Had Ivan let someone past? Why? How? What were they here for?

Hearn resolved to focus on his work and leave the door. He hoped that if he acted like no one was home, they'd just go away...

* * *

The Doctor and Frizzle had met up with Amy, Rory, and the students, outside of the same abandoned building from earlier. They had had a slight problem with the same man guarding the building as before.

"That's the creep." Amy whispers into The Doctor's ear. The alien nudged Frizzle as they both looked over the approaching man curiously.

"Looks like advanced hypnosis." he said.

"You think so?"

"Yeah, probably some kind of neuralyzer. Now that's definitely Baltain in origin."

"Should be an easy fix in that case."

With that, Frizzle moved her arm to the man's head and with a quick touch rendered him unconscious without breaking stride.

The kids looked on in confusion before following their teacher.

"What did you just do?" Asked Ralphie, voicing the thoughts of all of them.

"Ooh, nothing you all need to worry about," said Frizzle, "That's just an old trick I picked up on. Quick way to cancel out a bad case of hypnosis. He'll wake up in a minute and probably go straight home."

The kids turned to each other with looks of admiration for their teacher, as The Doctor knocked on the large door.

"You're sure this is the place you saw the pterosaur land?" He addressed Dorothy-Ann and Rory, who replied with curt nods.

The Doctor stood in wait without receiving any reply before knocking again. Receiving yet another bout of silence, The Doctor pulled out his screwdriver.

"Hang on, wait, wood. Never mind! Amy! Rory! We're looking for a window. Val, stick with the kids. If we're not back in seven minutes, feel free to come in after us."

Frizzle nodded as The Doctor, Amy and Rory ran around the building.

The window un-latched with a loud _Clack_ before the three time travelers slipped into the building. After a few moments of searching, the trio heard the sound of tinkering and whispering coming from a nearby room. Pecking their heads through a doorway, they observed an aged man with wild hair and goggles operating on the robotic pterosaur. The room was cluttered, the man surrounded by various other mechanical parts and large objects covered in tarps.

"Really, the least they could do is allow me to hire some people," the man mumbled to himself, "a few extra hands. But NO, that'd break the confidentiality agreement..."

"Are you saying you made these all yourself?" The Doctor's voice rang out. He'd somehow walk right up to the man without him, Amy or Rory noticing.

"I told Val you had to be stone cold brilliant, but to have done it all completely alone, that's...well..."

The Doctor found himself unable to finish his compliment, as the elderly man cowered backwards from him.

"What are you doing here?" he asked in a panic, "W-who told you I was here?"

The Doctor raised a hand in benevolence.

"Take it easy," he said, "Take it easy! We're not looking for trouble."

"Well, actually," said Rory, alerting the man to his and Amy's presence, "we _did_ break in here."

"Plus," piped up Amy, "We're dealing with robot dinosaurs and that just begs trouble."

The Doctor shrugged. "Well, ok, fine, scratch that bit. Yeah, we're here about the dinosaurs, but if you want to tell us your name first we can be patient. I'm The Doctor, and this is Amy and Rory."

"M-my name is Hearn. Bradley Hearn." The man stammered, before attempting to usher them out. "N-now you simply m-must l-l-leave! There are n-no - there is- no one allowed in here?"

"Oi? And why not?" asked The Doctor, avoiding Hearn's grasp. "Afraid to talk about your little big projects? Not saying I can't understand, the whole Giant Robot market is a hard one to get into. Just ask Hogarth Hughes come two years' time. But still, these are QUITE the remarkable specimens here. Just absolutely...beautiful! Why wouldn't you want to capitalize?"

"Ooh, my work will be recognized in due time," Hearn said with an appreciative smile that quickly faded, "B-but until then, no one must see! It is imperative. B-by order of my benefactors."

"You're benefactors?" Amy asked inquisitively. "Who might they be?"

"Th-that's confidential!"

"Ooh, the time for confidentiality is long over." said The Doctor, looking at his watch.

Before Hearn could ask what he meant, in walked Valerie Frizzle and her class.

"Didn't I tell you?" said The Doctor. "We're chaperoning a field trip. And the kids are very curious."

* * *

"Ch-children?" Hearn stammered aghast. It felt like ages since he'd last seen a child. Certainly since in this building.

"So _you're_ the one who decided that a mechanical T-Rex in the middle of the city was a good idea?!" asked Arnold as he pointed an accusing finger at Hearn.

The old man backed away, flinching nervously as his back made contact with one of the tarp-covered objects.

"W-w-well, yes-"

"Don't mind him," Phoebe interjected suddenly, "Arnold gets a bit confrontational when his friends could get hurt. He's sweet that way. I for one think it's cool that you've made completely mechanized animals."

"Especially animals no human being has ever seen up close." chimed Dorothy-Ann.

Carlos scoffed. "Yeah, for good reason! Those things could kill someone!"

It was at this that Hearn decided to take offense.

"N-no," he articulated, "I n-never meant to h-h-hurt anyone! I specially designed circumstances so they would never harm another human being. Th-that's why they never go out during the day, only when everyone is inside, so that everyone stays safe!"

"Tell that to the night guard..." Amy muttered, causing Hearn to turn on her.

"Any...m-malfunctions you may have witnessed may be attributed entirely to you and these..._children_. You-you-you're all u-unsanctioned r-rouge variables!"

"Uncertified what now?" asked Ralphie incredulously.

"It means that I cannot be expected to account for your actions!" said Hearn, "M-my work is s-s-strictly intended to advance the fields of science!"

Hearn stumbled back to the pterosaur and opened its eyelid.

"Th-this one here...she to me everything. W-with her eyes, she tells me things..."

Amy and Rory leant over The Doctor's shoulders as he examined the eyes with the screwdriver.

"Cameras," The Doctor said with a whistle, "Masterful."

Hearn's look of apprehension turned into a gleeful smile as his work was praised yet again. "Yes, far beyond my contemporaries, my benefactors said." His face then contorted back to one of worry.

"M-my benefactors- no, you must leave! All of you m-must get out!"

It was at this moment that Tim leant over to Ms. Frizzle and asked, "Ms. Frizzle, what's wrong with him?"

"Why, whatever do you mean?" the teacher whispered back, "Beyond the stuttering, volatile mood swings and inability to control inflection or volume, I mean? I'd simply take those to mean he hasn't talked to anyone in a long, long time."

"Tell me, Hearn," The Doctor said, looking with some concern over a set of nearby blueprints, "How long has it been since you've spoken to someone? Aside from your benefactors that is?"

Hearn hesitated, looking wide-eyed as if he hadn't ever asked himself this question.

"Y...y-years." he said, "Years."

The Doctor gave Hearn a piteous look while the kids all tilted their heads.

"You've been in here for _years_?" Ralphie asked incredulously.

"I've never found the phrase 'Get a life' more fitting." Carlos joked.

Hearn looked down in shame as Carlos yelped due to a strike in the back of the head by Wanda.

"I can't help that I'm not permitted to speak to anyone." Hearn said, "It's what the benefactors demand!"

"Ugh, _enough _with the cryptic-ness, k pally?" groaned Amy, "Who are these bloody benefactors?"

Hearn paused for a long moment as everyone in the room awaited his answer. He kept his head down and silently berated himself for digging himself into this hole.

"You wouldn't believe me if I told you." He said finally.

"Try us." Amy retorted.

"Well we know they aren't human." The Doctor said, tossing the blueprints he had been looking at to Frizzle. "What d'you see, Val?"

Frizzle looked over the prints curiously before a look of realization hit her.

"Curious." She said, "It's like half the design was done by human hands and the others half not."

"I couldn't quite be sure back on the bus, but there it is." The Doctor ran over to one of the tarp covered objects, Hearn following him in a quiet panic.

"Textbook Shadow Proclamation."

"Shadow Proclamation?" the children asked in chorus, their eyes following The Doctor.

"Space authorities." Frizzle clarified as simply as possible.

The Doctor grasped the tarp covering the largest object as Hearn desperately tried to pull him away.

"No! No, what are you doing!?" Hearn asked.

"Something's been whispering in your ear," The Doctor said, "getting you to build these things for a very specific reason. I'd like to have a word in regards to why."

"No, but you can't!" Hearn said, his voice shaking now.

"And why not? We've met before-"

With that, The Doctor yanked off the tarp, revealing a large glass case. The kids, Amy, and Rory all gasped at the cases contents. Frizzle had the same reaction, though for a slightly different reason.

Lying inside the case was a large, naked, rhinoceros man.

"Isn't that right, Tybo?"

_AN: So this chapter took a mite longer than I originally intended. Expect the next chapter to take a bit. Sorry for that. _

_Anyway, a different note, I put two separate sci-fi movie references in this chapter. Anyone who can identify both of them gets a cookie, I guess._


End file.
